Texas Standard Provision to Limit Changes in a Partnership Entity

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Multi-State
Control #:
US-OL203A
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Description

This office lease provision refers to a tenant that is a partnership or if the tenant's interest in the lease shall be assigned to a partnership. Any such partnership, professional corporation and such persons will be held by this provision of the lease.

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FAQ

Article 1 ? Entity Name and Type The filing entity being formed is a limited partnership. The name of the entity is: The name must contain the words ?limited,? ?limited partnership,? or an abbreviation of that word or phrase.

Section 152.052 - Rules for Determining If Partnership Is Created (a) Factors indicating that persons have created a partnership include the persons': (1) receipt or right to receive a share of profits of the business; (2) expression of an intent to be partners in the business; (3) participation or right to participate ...

Section 101.206 - Prohibited Distribution; Duty to Return (a) Unless the distribution is made in compliance with Chapter 11, a limited liability company may not make a distribution to a member of the company if, immediately after making the distribution, the company's total liabilities, other than liabilities described ...

Section 21.563 - Closely Held Corporation (a) In this section, "closely held corporation" means a corporation that has: (1) fewer than 35 shareholders; and (2) no shares listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association ...

A limited partnership has two types of partners: general partners and limited partners. It must have one or more of each type. All partner, limited and general, share the profits of the business. Each general partner has unlimited liability for the obligations of the business.

Section 153.152 - General Powers and Liabilities of General Partner (a) Except as provided by this chapter, the other limited partnership provisions, or a partnership agreement, a general partner of a limited partnership: (1) has the rights and powers and is subject to the restrictions of a partner in a partnership ...

There are general partners and limited partners with different rights and duties in a Texas limited partnership agreement. A limited partner is only responsible for the investment they made into the business. General partners are responsible for the partnership's debts and control the day-to-day operations.

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Texas Standard Provision to Limit Changes in a Partnership Entity